<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 1, 1999
MINNTECH CORPORATION
------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 0-11278 41-1229121
- --------------------------- ----------------------- -------------------------
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
14605 28TH AVENUE NORTH
MINNEAPOLIS, MINNESOTA 55447
- ------------------------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
(612) 553-3300
---------------------------------
(Registrant's telephone number)
<PAGE>
Item 5. Other Events.
------------
On July 1, 1999, the Board of Directors of Minntech Corporation (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding Common Share of the par value of $.05 per share (the
"Common Shares") of the Company. The dividend is payable on July 22, 1999 (the
"Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a Series A Junior Participating Preferred Share, no par value
(the "Preferred Shares"), of the Company at a price of $65 per one one-hundredth
of a Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement"), dated as of July 1, 1999, between the Company and Norwest
Bank Minnesota, National Association, as Rights Agent (the "Rights Agent").
Initially, the Rights will attach to all certificates representing Common
Shares then outstanding and no separate Right Certificates will be distributed.
The Rights will separate from the Common Shares and a Distribution Date for the
Rights will occur upon the earlier of:
- the close of business on the fifteenth day following a public
announcement that a person or group of affiliated or associated
persons has become an "Acquiring Person" (i.e., has become, subject to
certain exceptions, the beneficial owner of 20% or more of the
outstanding Common Shares), or
- the close of business on the fifteenth day following the commencement
or public announcement of a tender offer or exchange offer the
consummation of which would result in a person or group of affiliated
or associated persons becoming, subject to certain exceptions, the
beneficial owner of 20% or more of the outstanding Common Shares (or
such later date as may be determined by the Board of Directors of the
Company prior to a person or group of affiliated or associated persons
becoming an Acquiring Person).
Until the Distribution Date,
- the Rights will be evidenced by the Common Share certificates and will
be transferred with and only with the Common Shares,
- new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and
2
<PAGE>
- the surrender for transfer of any Common Share certificate, even
without such notation or a copy of this Summary of Rights attached
thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on July 22, 2009, unless extended or
earlier redeemed or exchanged by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution:
- in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares,
- upon the grant to holders of the Preferred Shares of certain rights,
options or warrants to subscribe for or purchase Preferred Shares or
convertible securities at less than the then current market price of
the Preferred Shares, or
- upon the distribution to holders of the Preferred Shares of evidences
of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Shares) or of subscription rights or
warrants (other than those described in the preceding point).
The number of Preferred Shares issuable upon the exercise of a Right is
also subject to adjustment in the event of a dividend on Common Shares payable
in Common Shares, or a subdivision, combination or consolidation of the Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractional shares which are integral multiples of one one-hundredth (subject to
adjustment) of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) if in lieu thereof a payment in cash is made
based on the closing price (pro-rated for the fraction) of the Preferred Shares
on the last trading date prior to the date of exercise.
3
<PAGE>
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights that are or were beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise thereof at the then current exercise price of the Right
that number of Common Shares having a market value of two times the exercise
price of the Right, subject to certain possible adjustments.
In the event that, on or after the Distribution Date or within 15 days
prior thereto, the Company is acquired in certain mergers or other business
combination transactions or 50% or more of the assets or earning power of the
Company and its subsidiaries (taken as a whole) are sold on or after the
Distribution Date or within 15 days prior to the Distribution Date in one or a
series of related transactions, each holder of a Right (other than Rights which
have become void under the terms of the Rights Agreement) will thereafter have
the right to receive, upon exercise thereof at the then current exercise price
of the Right, that number of common shares of the acquiring company (or, in
certain cases, one of its affiliates) having a market value of two times the
exercise price of the Right.
In certain events specified in the Rights Agreement, the Company is
permitted to temporarily suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person (subject to certain exceptions) and prior to the
acquisition by a person or group of affiliated or associated persons of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights (other than Rights which have become void
under the terms of the Rights Agreement) for Common Shares or equivalent
securities at an exchange ratio per Right equal to the result obtained by
dividing the exercise price of a Right by the current per share market price of
the Common Shares, subject to adjustment.
At any time prior to the time that a person or group of affiliated or
associated persons has become an Acquiring Person, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right, subject to adjustment (the "Redemption Price"), payable in cash. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. The Board of Directors and the Company shall not have any liability
to any person as a result of the redemption or exchange of the Rights pursuant
to the provisions of the Rights Agreement.
The terms of the Rights may be amended by the Board of Directors of the
Company, subject to certain limitations after the Distribution Date, without the
consent of the holders of the Rights, including an amendment prior to the date a
person or group of affiliated or associated persons becomes an Acquiring Person
to lower the 20% threshold for exercisability of the Rights to not less than the
greater of (i) the sum of .001% and the largest percentage of
4
<PAGE>
the outstanding Common Shares then known by the Company to be beneficially owned
by any person or group of affiliated or associated persons (subject to certain
exceptions) or (ii) 10%.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights Agreement (including all exhibits thereto) is incorporated by
reference herein. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.
Item 7. Exhibits.
--------
4. Share Rights Agreement, dated as of July 1, 1999 between Minntech
Corporation and Norwest Bank Minnesota, National Association, as
Rights Agent (incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated July 12, 1999).
99. Press Release dated July 1, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MINNTECH CORPORATION
Date: July 1, 1999 By:/s/ Barbara A. Wrigley
-----------------------------------------------
Its: Executive Vice President, General Counsel
-----------------------------------------------
and Secretary
-----------------------------------------------
5
<PAGE>
EXHIBIT 99
MINNTECH CORPORATION ADOPTS SHARE RIGHTS PLAN
MINNEAPOLIS, July 1 -- The Board of Directors of Minntech Corporation
(Nasdaq: MNTX) today announced it has adopted a share rights plan that is
designed to protect the company's shareholders from certain unsolicited,
inequitable attempts to acquire the company, which would deny shareholders the
long-term value of their investment.
Thomas J. McGoldrick, President and CEO, emphasized that the share rights
plan was not adopted in response to any current takeover approach or similar
development. "The share rights plan is intended to increase the likelihood that
Minntech's shareholders will realize the long-term value of their investment and
that all shareholders will receive fair and equal treatment in the event of an
attempted takeover of Minntech," McGoldrick said.
Under the plan, the Board of Directors has declared a dividend distribution
of one preferred share purchase right on each outstanding share of Minntech's
common stock held by shareholders of record as of the close of business on July
22, 1999. The rights will expire on July 22, 2009.
Each right will entitle Minntech shareholders to buy one one-hundredth of a
share of a newly created series of preferred stock at an exercise price of $65
(subject to adjustment). The rights will generally become exercisable after any
person or group acquires beneficial ownership of 20 percent or more of
Minntech's common stock or announces a tender or exchange offer that would
result in that person or group beneficially owning 20 percent or more of
Minntech's common stock. If any person or group becomes an owner of 20 percent
or more of Minntech's common stock, each right generally will entitle its holder
(other than the 20-percent shareholder or group and related persons) to
purchase, at the right's exercise price, shares of Minntech common stock having
a value of twice the right's exercise price.
The plan also specifies that:
- If Minntech is acquired in a merger or other business-combination
transaction, or sells 50 percent or more of its assets or earnings power,
each right will generally entitle its holder to purchase, at the right's
exercise price, common shares of the acquiring company having a market
value of twice the right's exercise price.
- In certain circumstances, Minntech may exchange the rights for
shares of its common stock, delay or temporarily suspend the exercisability
of the rights, or reduce the stock-ownership threshold of 20 percent to not
less than 10 percent.
- At the option of the Board of Directors, Minntech may redeem the
rights at $.001 per right (subject to adjustment) at any time before a
person or group becomes the beneficial owner of at least 20 percent of
Minntech's common stock.
Further details of the share rights plan will be outlined in a letter to be
mailed to all Minntech shareholders of record as of July 22, 1999.
Minntech Corporation is a leading medical device manufacturer, applying
advanced technologies in electronics, solutions, fibers and plastics. The
company's core technologies are used in dialysis, reprocessing and sterilants,
cardiosurgery and filtration and separation. To learn more, visit Minntech
on-line at http://www.minntech.com.
